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• •• "The Bonds - Optional and Mandatory Tender" at a price equal to the principal thereof plus accrued interest thereon. The Company and NHC may change the interest rate borne by the Bonds of any Issue from the Variable Rate to a Fixed Rate during one or more periods (each, a "Fixed Rate Period") and, at the expiration of any Fixed Rate Period applicable to the Bonds of any Issue, may establish one or more additional Fixed Rate Periods for such Bonds or change the interest rate borne by such Bonds from a Fixed Rate to the Variable Rate. The first day of each Fixed Rate Period applicable to the Bonds of an Issue and each date on which the Variable Rate takes effect following any Fixed Rate Period applicable to such Bonds (but not following the Initial Interest Period for such Bonds) is referred to herein as a "Conversion Date." Notice of each Conversion Date applicable to the Bonds of an Issue will be mailed to the holders of such Bonds, and such Bonds will be subject to mandatory tender on each such Conversion Date unless the holders thereof elect to retain such Bonds as described under "The Bonds - Optional and Mandatory Tender - Mandatory Tender on Conversion Dates." ' The interest rates borne by the Bonds from time to time will be determined separately for each Issue. The Bonds of some Issues may bear interest at a Variable Rate while those of other Issues bear interest at a Fixed Rate, and Fixed Rate Periods of different lengths may be established for Bonds of separate Issues bearing interest at a Fixed Rate. Various factors, including the fact that interest on the Bonds of the Issues indicated on the cover page of this Official Statement with an asterisk, if any, will be treated as a specific preference item subject to both the individual and corporate alternative minimum tax, may cause the interest rates determined by the Remarketing Agent to vary between Issues in the same interest mode. See "The Bonds -- Interest." In order to secure the timely payment of the principal or Redemption Price of and interest on, and the purchase price of, the Bonds of each Issue, The Toronto -Dominion Bank, acting through its Chicago Branch (the "Bank"), will issue to the Trustee on the date of the initial delivery of the Bonds of each Issue a separate irrevocable letter of credit securing such Issue (each, a "Letter of Credit"). Each Letter of Credit will be in an initial stated amount equal to the aggregate principal amount of the Bonds of the Issue secured thereby plus 58 days' interest thereon, calculated at the rate of 15% per annum. All of the Letters of Credit will be issued pursuant to a single Reimbursement Agreement between the Bank and the Company (the "Reimbursement Agreement"). See "Security and Sources of Payment for the Bonds -- Letters of Credit." Each Letter of Credit will automatically terminate on the earliest of (i) the date that is five years after the date of initial delivery of the Bonds of the Issue secured thereby (the "Stated Expiration Date"), (ii) the date of payment by the Bank of the final drawing available to be made under such Letter of Credit, or (iii) the 15th day after the date (occurring after the Initial Interest Period) on which the Bonds secured by such Letter of -2-